Common use of Return of Incentive and Bonus Compensation Clause in Contracts

Return of Incentive and Bonus Compensation. In the event that Executive receives one or more payments of incentive compensation and/or bonus compensation during the Treasury Holding Period, whether pursuant to a plan, agreement, understanding, policy, action of the Board of Directors of Bancorp or other similar arrangement, and it shall thereafter be determined by Bancorp’s Board of Directors, the UST or Bancorp’s or the Bank’s primary federal regulator that the payments of such incentive compensation and/or bonus compensation were calculated, in whole or part, based upon materially inaccurate financial statements of Bancorp and/or materially inaccurate performance metric criteria, then Executive shall promptly, but in no event less than thirty (30) days after such determination is made, pay to Bancorp (or, at Bancorp’s direction, to the Bank) a sum equal (A) the amount of each such payment less (B) the amount which such payment would have been if calculated using accurate financial statements of Bancorp and accurate performance metric criteria. Within ten (10) days of being advised of any such determination, Executive may exercise an appeal and seek redress from such determination, after having made the repayment set forth in the preceding paragraph, as follows: i. If such determination was made by Bancorp’s Board of Directors, Executive may require such Board of Directors to promptly engage an independent audit firm (which may be Bancorp’s independent audit firm if permissible under laws, regulations and rules applicable to such firm) to review and evaluate the bases of such determination. Such review shall be concluded promptly but in no event more than thirty (30) days after the engagement of such firm. The report of the firm engaged shall be final and may not be challenged by Executive whether by the filing of a civil lawsuit or otherwise (and Executive expressly waives and releases any and all rights to do so). In the event that the firm engaged determines either that (x) neither the applicable financial statements nor the performance metric criteria were materially inaccurate or (y) that aggregate inaccuracies in the financial statements and/or the performance metric criteria were less than 10% of the amounts identified as inaccurate in the applicable determination, then Bancorp shall pay the fees and expenses of such firm incurred in connection with such review and report. In all other instances, Executive shall be responsible for such fees and expenses. ii. If such determination was made by the UST or Bancorp’s or the Bank’s primary federal banking regulator, Executive shall have such opportunities for redress as are permitted by the UST or such federal regulator, as applicable, or otherwise by applicable law.

Return of Incentive and Bonus Compensation. In the event that Executive receives one or more payments of incentive compensation and/or bonus compensation during the Treasury Holding Period, whether pursuant to a plan, agreement, understanding, policy, action of the Board of Directors of Bancorp or other similar arrangement, and it shall thereafter be determined by Bancorp’s Board of Directors, the UST or Bancorp’s or the Bank’s primary federal regulator that the payments of such incentive compensation and/or bonus compensation were calculated, in whole or part, based upon materially inaccurate financial statements of Bancorp and/or materially inaccurate performance metric criteria, then Executive shall promptly, but in no event less than thirty (30) 30 days after such determination is made, pay to Bancorp (or, at Bancorp’s direction, to the Bank) a sum equal (A) the amount of each such payment less (B) the amount which such payment would have been if calculated using accurate financial statements of Bancorp and accurate performance metric criteria. Within ten (10) days of being advised of any such determination, Executive may exercise an appeal and seek redress from such determination, after having made the repayment set forth in the preceding paragraph, as follows: i. If such determination was made by Bancorp’s Board of Directors, Executive may require such Board of Directors to promptly engage an independent audit firm (which may be Bancorp’s independent audit firm if permissible under laws, regulations and rules applicable to such firm) to review and evaluate the bases of such determination. Such review shall be concluded promptly but in no event more than thirty (30) days after the engagement of such firm. The report of the firm engaged shall be final and may not be challenged by Executive whether by the filing of a civil lawsuit or otherwise (and Executive expressly waives and releases any and all rights to do so). In the event that the firm engaged determines either that (x) neither the applicable financial statements nor the performance metric criteria were materially inaccurate or (y) that aggregate inaccuracies in the financial statements and/or the performance metric criteria were less than 10% of the amounts identified as inaccurate in the applicable determination, then Bancorp shall pay the fees and expenses of such firm incurred in connection with such review and report. In all other instances, Executive shall be responsible for such fees and expenses. ii. If such determination was made by the UST or Bancorp’s or the Bank’s primary federal banking regulator, Executive shall have such opportunities for redress as are permitted by the UST or such federal regulator, as applicable, or otherwise by applicable law.

Return of Incentive and Bonus Compensation. In the event that Executive receives one or more payments of incentive compensation and/or bonus compensation during the Treasury Holding Period, whether pursuant to a plan, agreement, understanding, policy, action by the Board of Directors of the Bank, action of the Board of Directors of Bancorp the Company or other similar arrangement, and it shall thereafter be determined by Bancorpthe Bank’s Board of Directors, the Company’s Board of Directors, the UST or Bancorpthe Company’s or the Bank’s primary federal regulator that the payments of such incentive compensation and/or bonus compensation were calculated, in whole or part, based upon materially inaccurate financial statements of Bancorp the Company or the Bank and/or materially inaccurate performance metric criteria, then Executive shall promptly, but in no event less than thirty (30) days after such determination is made, pay to Bancorp the Company (or, at Bancorpthe Company’s direction, to the Bank) a sum equal to (A) the amount of each such payment less (B) the amount which such payment would have been if calculated using accurate financial statements of Bancorp the Company or the Bank and accurate performance metric criteria. Within ten (10) days of being advised of any such determination, Executive may exercise an appeal and seek redress from such determination, after having made the repayment set forth in the preceding paragraph, as follows: i. If such determination was made by Bancorpthe Company’s Board of Directors or the Bank’s Board of Directors, Executive may require such Board of Directors to promptly engage an independent audit firm (which may be Bancorpthe Company’s independent audit firm if permissible under laws, regulations and rules applicable to such firm) to review and evaluate the bases of such determination. Such review shall be concluded promptly but in no event more than thirty (30) days after the engagement of such firm. The report of the firm engaged shall be final and may not be challenged by Executive whether by the filing of a civil lawsuit or otherwise (and Executive expressly waives and releases any and all rights to do so). In the event that the firm engaged determines either that (x) neither the applicable financial statements nor the performance metric criteria were materially inaccurate or (y) that aggregate inaccuracies in the financial statements and/or the performance metric criteria were less than 10% of the amounts identified as inaccurate in the applicable determination, then Bancorp the Company or the Bank shall pay the fees and expenses of such firm incurred in connection with such review and report. In all other instances, Executive shall be responsible for such fees and expenses. ii. If such determination was made by the UST or Bancorpthe Company’s or the Bank’s primary federal banking regulator, Executive shall have such opportunities for redress as are permitted by the UST or such federal regulator, as applicable, or otherwise by applicable law.

Return of Incentive and Bonus Compensation. In the event that Executive receives one or more payments of incentive compensation and/or bonus compensation during the Treasury Holding Period, whether pursuant to a plan, agreement, understanding, policy, action of the Board of Directors of Bancorp the Company or other similar arrangement, and it shall thereafter be determined by Bancorpthe Company’s Board of Directors, the UST or Bancorpthe Company’s or the Bank’s primary federal regulator that the payments of such incentive compensation and/or bonus compensation were calculated, in whole or part, based upon materially inaccurate financial statements of Bancorp the Company and/or materially inaccurate performance metric criteria, then Executive shall promptly, but in no event less than thirty (30) days after such determination is made, pay to Bancorp the Company (or, at Bancorpthe Company’s direction, to the Bank) a sum equal (A) the amount of each such payment less (B) the amount which such payment would have been if calculated using accurate financial statements of Bancorp the Company and accurate performance metric criteria. Within ten (10) days of being advised of any such determination, Executive may exercise an appeal and seek redress from such determination, after having made the repayment set forth in the preceding paragraph, as follows: i. If such determination was made by Bancorpthe Company’s Board of Directors, Executive may require such the Board of Directors to promptly engage an independent audit firm (which may be Bancorpthe Company’s independent audit firm if permissible under laws, regulations and rules applicable to such firm) to review and evaluate the bases of such determination. Such review shall be concluded promptly but in no event more than thirty (30) days after the engagement of such firm. The report of the firm engaged shall be final and may not be challenged by Executive whether by the filing of a civil lawsuit or otherwise (and Executive expressly waives and releases any and all rights to do so). In the event that the firm engaged determines either that (x) neither the applicable financial statements nor the performance metric criteria were materially inaccurate or (y) that aggregate inaccuracies in the financial statements and/or the performance metric criteria were less than 10% of the amounts identified as inaccurate in the applicable determination, then Bancorp the Company shall pay the fees and expenses of such firm incurred in connection with such review and report. In all other instances, Executive shall be responsible for such fees and expenses. ii. If such determination was made by the UST or Bancorpthe Company’s or the Bank’s primary federal banking regulator, Executive shall have such opportunities for redress as are permitted by the UST or such federal regulator, as applicable, or otherwise by applicable law.